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THE 



CHARTER AND BY-LAWS 



NEW YORK 



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1859- 



XEW YORK: 

BAKE U & GODWIN, PRINTERS 

PRISTTXG-nOCSE SQCARE, OPPOSITE CITY CALL. 
1850. 



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THE 



CHAPJER AND BY-LAWS 



I^EW YORK 



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1859. 



NEW YORK : 
BAKER & GODWIN, PRINTEES, 

PRINTISG-HODSE SQUARE, OPPOSITE CITY HAiL. 

1859. 



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President^ 
LUTHER BRADISH. 

Vice-Presidents, 
WILLIAM H. ASPmWALL, BEJSrjAMm H. FIELD. 

Pecording Secretary, 
S. IREN^US PRIME. 

Corresponding Secretary, 
LEWIS M. RUTHERFURD. 

Treasurer, 
SAMUEL L. MITCHILL. 



Committee on Finance, 

BEN-JAMIN H. FIELD, 
ALEXANDER J. COTHEAL, NATHAN BISHOP. 

Committee on Subscriptions, 

WILLIAM H. AS PIN WALL, 

ROBERT L. STUART, SAMUEL L. MITCHILL, 

EDMUND BLUNT, ELISHA E. MORGAN, 

ALFRED PELL, BENJAMIN H. FIELD, 

S. IREN^US PRIME, ROBERT LENOX KENNEDY, 

LEWIS M. RUTHERFURD, CHARLES M. LEUPP, 

THOMAS TILESTON, HENRY E. PIERREPONT, 

HENRY M. ALEXANDER, ENOCH L. FANCHER. 

Committee of Conference, 

LUTHER BRADISH, 
EDMUND BLUNT, CHARLES DAYIES, 

LEWIS M. RUTHERFURD, ELI AS LOOMIS, 

CHARLES W. HACK LEY. 



AN ACT 



TO INCORPORATE THE 



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PASSED APRIL 14, 1859. 



The People of the State of New York, re]3resented in Senate and 
Assembly , do enact as folloivs : 

Section 1. Luther Bradish, the Mayor of the city of New York, ex- 
ofRcio, Charles Kino-, Isaac Ferris, Horace Webster, Elias Loomis, Lewis 
M. Riitherfurd, O.^M. Mitchell, Charles Davies, Charles W. Hackley, 
Gorhani AY. Abbott, William H. Aspinwall, Xathan Bishop, Edmund 
Blunt, James Carson Brevoort, Peter Cooper, Alexander J. Cotheal, 
Benjamin H. Field, Fletcher Ilarper, Richard M. Hoe, John Jay, John 
D. Jones, Robert Lenox Kennedy, Charles M. Leupp, AYilliam S. Mayo, 
Samuel L. MitchiU, Elisha E. ^Morgan, Willard Parker, Alfred Pell, 
Henry E. Pierrepont, S. Irena^is Prime, Charles H. Russell, Theodore 
Sedgwick, Lorillard Spencer, Robert L. Stuart, Thomas Tileston, John 
Torrey, John David Wolfe, Enoch L. Fancher, Henry M. Alexander, 
and such others as they may associate with themselves, are hereby con- 
stituted a body corporate and politic forever, by the name of "The New 
York Astronomical Observatory," for the purpose of establishing and 
maintaining, in the said city, an astronomical observatory; and, by that 
name, they and their successors and associates shall be capable of taking 
by purchase, grant, devise, or otherwise, holding, conveying, or other- 
wise disposing of, any real or personal estate for the purposes of the 
said corporation ; but which estate, independent of the library, instru- 
ments, and scientific collections of the said corporation, shall not, at 
any time, exceed the annual income of twenty-five thousand dollars. 

§ 2. The persons named in the first section of this act shall be pro- 
visional trustees of the said corporation. As such they shall be author- 
ized to receive subscriptions, or donations, to the observatory fund ; and 



to hold, manage, and apply the same to the pm'poses of the said corpo- 
ration. TJie said observatory fund shall be divided into shares of 
twenty-five dollars each, transferable only on the books of the said cor- 
poration, to be kept for that purpose ; and for which shares certificates 
shall be issued to the parties entitled thereto. The said shares shall, in 
all cases, be fully paid up ; and being so paid up, the holders thereof, 
the subscribers or contributors to the said fund, or the members of the 
said corporation, shall not be held as personally liable for any dues of 
the said corporation beyond the share or shares so held by him or her, 
and already fully paid up, as herein above provided. 

§ 3. So soon as the said observatory fund shall, by original sub- 
scription, accumulation, or otherwise, amount to a sum, in the judgment 
of the said provisional trustees, sufficient to justify the commencement 
of the erection of the necessary buildings, and the purchase of the 
proper instruments, for the purposes of the said observatory, the said 
provisional trustees shall call a general meeting of the subscribers and 
contributors to the said observatory fund, or holders of a share or shares 
therein, giving five days' notice of the time and place of holding the 
said meeting, to be published in two daily newspapers of the city of 
New York, at which meeting an election of twenty-five trustees of the 
said corporation shall take place, under the direction and supervision of 
three inspectors of election, to be appointed by the said provisional 
trustees. At the said election each subscriber, or contributor to the 
said observatory fund, or holder of a share or shares therein, shall be 
entitled to one vote for each and every share of twenty-five dollars he 
or she may hold ; which votes may be given either in person or by 
proxy. A plurality of the votes thus given shall, in all cases, constitute 
a choice, of which the certificate of the inspectors of election shall be 
conclusive evidence. The persons thus elected shall thereafter be the 
trustees of the said corporation, to whom shall be immediately trans- 
ferred its entire estate, property, and concerns ; and the office, powers, 
and functions of the said provisional trustees shall thenceforth cease 
and determine. 

§ 4. The said trustees, elected as provided for in the third section 
of this act, shall, immediately after their election, meet together, and, 
by lot, divide themselves into five classes of five members each. Those 
of the first class shall hold their offices respectively for one year ; those 
of the second class for two years; those of the thii'd class for three 
years ; those of the fourth class for four years ; and those of the fifth 
class for five years; and in the several classes until others shall be 
elected in their places. At the expiration of the term of office of the 
fii st class, and annually thereafter, an election of five trustees, to supply 
the places of those whose term of office then expires, shall take place, 
on like notice, under like direction and supervision of three inspectors 
of election, to be appointed by the trustees then in office, in like man- 
ner, with like eff'ect, and to be certified as in the election provided for 
in the third section of this act. To this end the books of shares in the 
observatory fund shall be closed ten days previous to any of the several 



elections provided for in this and the third section of this act, and a list 
of the shareholders, as they may stand on the said books at that time, 
shall be made out and delivered to the inspectors of election, and shall 
be conclusive, and the only evidence of the right of the shareholders to 
vote at the said elections. The trustees elected at the several elections 
provided for in this section shall hold their offices respectively for five 
years, and until others are elected in their places. 

§ 5. The trustees elected, as provided lor in the third and fourth 
sections of this act, shall have power to fill all vacancies occurring in 
their own board between the several elections herein above provided 
for ; and the person thus chosen to fill a vacancy shall hold his office 
for the remaining term of office of the class into which he is so chosen. 
The said trustees, elected as provided for in the third and fourth section 
of this act, shall have the entire possession, charge, and management of 
the estate, property, and concerns of the said corporation ; and, to this 
end, shall have power to make all such by-laws, not contrary to law, as 
may be proper ; and to appoint all such officers, professors, and servants 
as they may deem necessary for the purposes of the said corporation, 
and the same to remove and appoint others. 

§ 6. At all meetings of the said trustees, duly called, seven members 
present shall constitute a quorum for the transaction of ordinary busi- 
ness ; but no officer, pi'ofessor, or servant shall be appointed or removed, 
nor shall any estate be purchased or conveyed, Avithout the presence of 
a majority of all the trustees of the said corporation. 

§ 7. The board of commissioners of the Central Park, in the city of 
New York, are hereby authorized and empowered to allow the said 
corporation hereby created to establish within the said park the Astro- 
nomical Observatory contemplated by this act ; and, to that end, the 
said board of commissioners may allot, set apart, and appropriate suit- 
able and proper grounds within the said park, in the position and of the 
dimensions to be determined by the said board of commissioners, for 
the erection and accommodation of the said observator}^, and the said 
corporation shall have free access to and egress from the said grounds 
thus allotted, set apart, and appropriated, for the purpose of erecting 
thereon the necessary and proper observatory buildings, in their dimen- 
sions and external architecture to be approved by the said board of 
commissioners, and of maintaining therein an Astronomical Observatory ; 
and so long as the said corporation shall continue so to maintain therein 
such observatory, the said corporation shall have and enjoy the free and 
uninterrupted use and occupation of the said grounds so allotted, set 
apart, and appropriated to that object, but for no other purpose what- 
ever, without any rent, assessment, or charge for the same, subject 
always, however, to such reasonable and proper rules and regulations as 
the said board of commissioners, in their arrangement and due admin- 
istration of the said park, may from time to time prescribe. But if, at 
any time hereafter, and for any cause, the said corporation shall cease 
so to maintain the said Astronomical Observatory upon the said grounds 
thus allotted, set apart, and appropriated for that purpose, and shall 
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discontinue the same, and so advise the said commissioners by notice irk 
writing to that effect, the rights and privileges in the said park, hereby 
authorized to be granted to the said corporation, for the purpose herein 
above declared, shall thenceforth cease and determine ; and the said 
grounds so authorized to be allotted, set apart, and appropriated to the 
use and occupation of the said corporation, for the purpose herein 
specified, may be appropriated to any other use consistent with the 
general objects and purposes of the said park ; but, in such case, the 
said corporation shall have the right, and shall be permitted, to remove 
from the said grounds all its property. The evidence of the allotment, 
setting apart, and appropriation, by the said board of commissioners of 
the Central Park to the said corporation, of suitable and proper grounds 
within the said park, for the establishment and maintaining thereon an 
Astronomical Observatory, as authorized and provided for herein above, 
shall be a resolution, to that effect, passed by the said board of commis- 
sioners, at a meeting thereof duly called, a copy of which, signed and 
acknowledged by the president and secretary of the said board, to be 
recorded in the office of the register of the city and county of New York. 

§ 8. The said corporation shall possess the general powers, rights, 
and privileges, and be subject to the liabilities and provisions contained 
in the eighteenth chapter of the first part of the Revised Statutes, so 
far as the same are applicable, and have not been repealed or modified 
by this act. 

§ 9. This act shall take effect immediately. 



STATE OF NEW YORK, 

Secretary's Office. 

I have compared the preceding with the original 
law on file in this office, and do hereby certify that the same is a correct tran- 
script therefrom, and of the whole of said original law. 

Given under my hand and seal of office, at the city of 
Albany, this twenty-second day of April, in the 
[seal.] year one thousand eight hundred and fifty-nine. 

S. W. MORTON, 

Dep. Secretary of State. 




ait)s. 



AETICLE I. 

NAME. 

The name of this corjDoration is, " The 'New Yoek Astro- 
nomical Observatory." 

AETICLE II. 

OBJECT. 

Its object is to establish and maintain, in the City of New 
York, an Astronomical Observatory of the first class. 

AETICLE III. 

CORPORATORS. 

Every person holding one or more shares in its fnnds shall 
be a member of this Corporation. 

AETICLE IV. 

OFFICERS. 

^ The officers of this Corporation, and of the Board of Trns- 
tees, shall be a President, two Vice-Presidents, a Eecording 
Secretary, a Corresponding Secretary, and a Treasnrer, who 
shall be elected, by ballot, by the Board of Trustees, and shall 
hold their offices respectively during the pleasure of the Board. 



ARTICLE Y. 

OF THE PRESIDENT. 

It shall be the duty of the President to preside at all meet- 
ings of the Corporation, and of the Board of Trustees. He 
shall preserve order, and decide all questions of order, subject 
to an appeal to the Corporation or Board, as the case may be. 
He shall appoint all committees not otherwise expressly ordered. 
He may, in his discretion, and, on the written request of three 
Trustees, shall, call sj^ecial meetings of the Board of Trustees, 
causing due notice thereof to be given by the Recording 
Secretary. He, together with the Recording Secretary, shall 
certify all acts of the Corporation and of the Board of Trustees. 
And, generally, he shall be invested with the Powers and shall 
perform the Duties usual in Presiding Officers. 

ARTICLE YI. 

OF THE VICE-PRESIDENTS. 

In the absence of the President, one of the Yice-Presidents 
shall preside, and shall possess the Powers and perform the 
Duties of President. 

ARTICLE YII. 

OF A PRESIDENT PRO TEM. 

In case both the President and Yice-Presidents are absent, 
the Board of Trustees may appoint one of their own body to 
preside, who shall 23ossess the Powers and perform the Duties 
of President pro tem. 

ARTICLE YIII. 

OF THE RECORDING SECRETARY. 

It shall be the Duty of the Recording Secretary, on the 
call of the President, to give due notice of all meetings of the 
Board of Trustees, and to attend the same. He shall keep full 
and accurate minutes of the Proceedings at such meetings; 



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and, wlien approved by the Board, shall record the same in the 
Journal. He shall have the custody of the Corporate Seal, 
and apply the same under the orders of the Board of Trustees. 
He, together with the President, shall certify all Acts of the 
Corporation and of the Board of Trustees. He shall counter- 
sign all Warrants or Drafts on the Treasury for the Payment of 
money. He shall immediately give notice, to all Officers and 
Committees, of all Orders or Resolves of the Board of Trustees 
either imposing a new or affecting their existing Duties. 

ARTICLE IX. 

OF THE CORRESPONDING SECRETARY. 

The Corresponding Secretary shall conduct the correspond- 
ence of the Corporation, and report the same to the Board of 
Trustees. 

ARTICLE X. 

or THE TREASURER. 

The Treasurer shall have the custody of the Charter, 
Securities, Contracts, and all muniments of Title of the Corpora- 
tion. He shall demand and receive all moneys due or belong- 
ing to the Corporation ; and, so often as they amount to one 
hundred dollars, shall deposit the same, to the credit of the 
Corporation, in some Bank in the City of IN'ew York, to be 
designated for that purpose by the Board of Trustees ; and the 
account of the said moneys so deposited shall be kept in the 
name of the Corporation. Tlie said moneys shall be drawn out 
of such Bank only for the legitimate purposes of the Corpora- 
tion, upon the Warrant or Draft of the Treasurer, authorized 
by the Board of Trustees, and countersigned by the Recording 
Secretary. The Treasurer shall pay all debts due by, or claims 
against, the Corporation, which have been duly audited by the 
Committee on Finance and approved by the Board of Trustees. 
He shall, annually, on the First Day of January, make out and 
present a detailed Statement of his Accounts, as Treasurer, 
embracing all the Receipts and Disbursements on account of 



10 

the Corporation during the year past ; and, also, a Statement 
of all outstanding Debts and Liabilities of tlie Corporation; 
and, also, of all Debts dne, and all Securities belonging to, the 
Corporation and held by him for its Account ; with a full List 
or Schedule of all the Estates and Properties of the Corpora- 
tion. This Account shall be audited and certified by the 
Committee on Finance, and, with its accompanying State- 
ments and Schedules, be entered at large on the minutes, 
placed on file, and carefully preserved. 

AKTICLE XL 

OF THE COMMITTEE ON FINANCE. 

There shall be appointed, by ballot, by the Board of Trus- 
tees, a Committee on Finance, consisting of Three Members, 
who shall hold their ofiices respectively during the pleasure of 
the Board. It shall be their Duty to devise and report, to the 
Board of Trustees, Plans for increasing the Funds of the Cor- 
poration ; and for investing and managing the same so as to 
render them, in the highest degree, productive. They shall 
audit all accounts or claims against the corporation and certify 
the same. They shall, also, audit the Treasurer's Annual Ac- 
counts, compare their several items with their respective 
Vouchers, verify their accompanying Statements, Lists and 
Schedules, and certify the result to the Board of Trustees. 

ARTICLE XII. 

OF THE COMMITTEE ON SUBSCRIPTIONS* 

There shall also be appointed, by the Board of Trustees, a 
Committee on Subscriptions, consisting of Fifteen Members, 
who shall hold their ofiices respectively during the pleasure of 
the Board. It shall be their duty to Solicit and receive Sub- 
scriptions and Donations to the Funds of the Corporation, and 
report the same to the Board of Trustees. All moneys received 
by them, on account of such Subscriptions or Donations, shall 
be immediately paid over by them to the Treasurer of the 
Corporation. 



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AKTICLE XIII. 

OF THE COMMITTEE OF CONFERENCE. 

There shall also be appointed, bv the Board of Trustees, a 
Committee of Conference, consisting of Six Members, who 
shall hold their offices respectively dm-ing the pleasure of the 
Board. It shall be their dnty, as often as occasion may 
require, to confer with the Municipal Government of the City, 
the Commissioners of the Central Park, and the Chamber of 
Commerce, upon all matters interesting to or affecting this 
Corporation, and more immediately under the jurisdiction and 
care of those Bodies respectively. They shall report the result 
of all such conferences to the Board of Trustees. 

ARTICLE XIY. 

OF THE QUORUM. 

At all meetings of the Board of Trustees, Seven Members 
present shall constitute a Quorum for the transaction of ordinary 
business ; but no estate shall be purchased or sold, nor shall 
any Officer, Professor, or Servant be elected or removed, or 
any By-Law adopted, altered, or repealed, without the presence 
of at least Thirteen Trustees, and the affirmative vote of two 
thirds of those present. 

ARTICLE XY. 

OF THE ORDEK OF PKOCEEDINGS. 

At all meetings of the Board of Trustees, unless otherwise 
expressly ordered, the following shall be the order of Pro- 
ceedings : — 

1. Reading and approving the Minutes. 

2. Reports and communications from officers of the Board. 

3. Reports from Standing Committees. 

4. Reports from Special Committees. 

5. Special Orders. 

6. Unfinished Business. 

7. Miscellaneous Business. 



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AKTICLE XYI. 

OF THE ORDER IN DEBATE. 

At' all meetings of the Corporation or Board of Trustees, 
when a Question is under discussion, no member of the meet- 
ing shall speak more than once, until all others present, who 
may desire to speak, shall have spoken ; and no one shall 
speak more than twice on the same question without leave of 
the meeting. 

ARTICLE XYIL 

OF HONORARY AND CORRESPONDING MEMBERS. 

Honorary and Corresponding Members of this CorjDoration 
may be elected as follows : — The Candidate shall be openly 
nominated, at a meeting of the Board of Trustees, by a mem- 
ber thereof ; and the nomination, with the name of the Trus- 
tee making it, shall be entered on the minutes. At the next 
or a subsequent meeting of the Board of Trustees, a ballot 
shall take place, and the unanimous vote in the affirmative, of 
all the Trustees present, shall be necessary to an election. The 
candidate receiving such vote shall, as the case may be, be 
declared to be duly elected an Honorary or Corresponding 
Member of this Corporation. 

ARTICLE XYIII. 

OF THE BY-LAWS AND THEIR ALTERATION. 

The foregoing are the By-Laws of the Corporation and of 
the Board of Trustees ; and no new By-Law shall be adopted, 
nor shall any existing By-Law be altered or repealed, unless 
notice thereof shall have been given at a ]3revious meeting, and 
without the presence of at least Thirteen Trustees and the 
affirmative A^ote of two thirds of those present. 



LIBRARY OF CONGRESS 



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